**LICENSE**  **AGREEMENT** dated
        as
        of March 21, 2005, between Companhia de Bebidas das Américas - AmBev, a
        corporation organized under the laws of the Federative Republic of Brazil
        (“ AmBev ”) , and
        InBev S.A., a public limited liability company organized under the laws of
        Kingdom of Belgium (“ InBev ”).
 **WHEREAS**
  (a)  AmBev
          possesses AmBev Recipes relating to the brewing and production of the AmBev
          Products and InBev possesses InBev Recipes relating to the brewing and
          production of the InBev Products;
  (b)  AmBev
        and/or its Affiliates are the owners of the AmBev Marks, and InBev and/or
        its
        Affiliates are the owners of the InBev Marks;
  (c)  AmBev
        and
        InBev desire to enter into this License Agreement for the production, sales
        and distribution
        (i) by InBev of the AmBev Products within the InBev Territory, and (ii) by
        AmBev of the
        InBev Products within the AmBev Territory;
  (d)  AmBev
        and
        InBev have the professional expertise and specific qualifications to produce,
        package, market and distribute, respectively, the InBev Products in the AmBev
        Territory and the AmBev Products in the InBev Territory;
  (e)  AmBev
        wishes to appoint and InBev wishes to accept the appointment to produce,
        package, market and distribute the AmBev Products in the InBev
        Territory;
  (f)  InBev
        wishes to appoint and AmBev wishes to accept the appointment to produce,
        package, market and distribute the InBev Products in the AmBev
        Territory;
  (g)  AmBev
        and
        InBev desire to set forth in this License Agreement their respective rights
        and
        obligations in connection with the licensed production, packaging, marketing
        and
        distribution of InBev Products in the AmBev Territory and *the* AmBev
        Products in the InBev Territory.
  NOW
        THEREFORE, in consideration of the mutual covenants set forth herein, and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Parties hereby agree as follows:
  1.  DEFINITIONS .
        As used
        herein, the following terms, unless otherwise defined herein, shall
        have the
        meanings specified below (equally applicable to both the singular and plural
        forms):
  (a)  “ Affiliate ”
        of any
        Person means any other Person that directly or indirectly, through one or more
        intermediaries, controls, is controlled by, or is under common control with,
        such first Person, provided
        that (i) with respect to AmBev, its Affiliates shall not include, unless
        the
        context otherwise
        requires, (A) InBev or any other Person that directly or indirectly controls
        AmBev or (B)  any
        other direct
        or
        indirect subsidiary of InBev that is not also a direct or indirect subsidiary
        of AmBev,
        and (ii) with respect to InBev, its Affiliates shall not include, unless
        the
        context otherwise requires, AmBev or any direct or indirect subsidiary of AmBev. For purposes
        of
        this definition, “ control ”
        of a
        Person means (i) holding an amount of the voting securities or other voting
        ownership or voting interests sufficient to elect at least a majority of
        its
        board of directors or other governing body or (ii) the power, directly or
        indirectly, to direct or cause the direction of the
   
  management
        and policies of such Person, whether through the ownership of voting securities,
        by contract or otherwise.
  (b)  “ AmBev
        Beer ”
        means
        any Beer carrying one or more AmBev Marks.
  (c)  “ AmBev
        Imported Products ”
        means
        AmBev Beer produced by AmBev or one of its Affiliates to be marketed,
        distributed and sold
        by InBev
        within the InBev Territory in accordance with the terms of this License
        Agreement.
  (d)  “ AmBev
        Licensed Products ”
        means
        AmBev Beer produced, packaged, marketed, distributed and sold by InBev within
        the InBev Territory in accordance with the terms of this License
        Agreement.
  (e)  “ AmBev
        Marks ”
        means
        all trademarks, service marks or trade names belonging or licensed to AmBev
        and/or its Affiliates (whether registered or unregistered, or the subject
        of a
        pending application or not), as listed on **Annex
        A-1** .
  (f)  “ AmBev
        Products ”
        means
        AmBev Imported Products and AmBev Licensed Products.
  (g)  “ AmBev
        Recipes ”
        means
        all of AmBev’s formulae, recipes, processes and specifications specified
        by AmBev for use by InBev in connection with the production and packaging
        of
        AmBev Licensed
        Products under this License Agreement, including, without limitation, AmBev’s
        yeast, brewing
        processes, equipment and material specifications, trade and manufacturing
        secrets, know - how,
        scientific and technical information, including, without limitation, as set
        forth in the current Technical Manual of AmBev (any of which may be modified from time to time
        by
        AmBev after consultation with InBev in accordance with Section
        3.1).
  (h)  “ AmBev
        Territory ”
        means
        the geographical area of Latin America (excluding Argentina and Cuba ), including
        the duty free customers in such area.
  (i)  “ Beer ”
        means
        any fermented alcoholic beverage and other malt based beverages.
  (j)  “ Budget
        Year ”
        means:
        (i) for the year 2005, the period commencing on the date this License Agreement
        is executed and ending on December 31, 2005; and (ii) for each subsequent year
        after ** 2005,
        the
        twelve-month period commencing on January 1 st  of
        such
        year and ending on December  31
        of
        such year; provided, however, that in the event of termination of this License
        Agreement, the Budget
        Year shall end on the date of termination.
  (k)  “ Competitor ”
        means
        any Person (other than AmBev, InBev and their respective Affiliates) directly
        or
        indirectly involved in the production, importation, distribution, marketing,
        bottling or sale of Beer in the AmBev Territory or InBev Territory, as the
        case
        may be.
  (1)  “ Confidential
        Information ”
        refers
        to any data or information (including the Licensor Recipes),  orally,
        in writing or otherwise disclosed or provided under this License Agreement
        by or
        on behalf  of
        AmBev
        or InBev, as the case may be, or their respective Affiliates (the disclosing
        party) to the  other
        party (the
        receiving party) which:
  (i)  is ** described or
        labeled as such; or
 (ii)  the
        disclosing party informs the receiving party is confidential; or
 (iii)  a
        reasonable third party, in a similar position to the receiving party would
        treat
        as and understand to be confidential.
   
  Notwithstanding
        the foregoing, Confidential Information shall not include information which:
        (i)
        has been published or is otherwise in the public domain at the time of
        disclosure or thereafter, as the case may be (other than as a result of
        disclosure by the receiving party, its employees, external advisors or agents);
        (ii) is lawfully in the possession, or is the exclusive property, of the
        receiving party prior to its disclosure, as evidenced by such party’s written
        material; (iii) has been lawfully obtained by the receiving party from a
        third
        party or third parties who are not prohibited from disclosing it to such
        party
        and are not breaching any agreement by disclosing it to such party; or (iv)
        is
        independently developed by the receiving party without the benefit of
        Confidential Information from the disclosing party.
  (m)  “Imported
        Products” means InBev Imported Products or AmBev Imported Products, as context
        requires.
  (n)  “InBev
        Beer” means any Beer carrying one or more InBev Marks.
  (o)  “InBev
        Imported Products” means InBev Beer produced by InBev or one of its Affiliates
        to be marketed, distributed and sold by AmBev within the AmBev Territory
        in
        accordance with the terms of this License Agreement
  (p)  “InBev
        Licensed Products” means InBev Beer produced, packaged, marketed, distributed
        and sold by AmBev within the AmBev Territory in accordance with the terms
        of
        this License Agreement.
  (q)  “InBev
        Marks” means all trademarks, service marks or trade names belonging or licensed
        to InBev and/or its Affiliates (whether registered or unregistered, or the
        subject of a pending application or not), as listed on Annex A-2.
  (r)  “InBev
        Products” means InBev Imported Products and InBev Licensed
        Products.
  (s)  “InBev
        Recipes” means all of InBev’s formulae, recipes, processes and specifications
        specified by InBev for use by AmBev in connection with the production and
        packaging of InBev Licensed Products under this License Agreement, including,
        without limitation, InBev’s yeast, brewing processes, equipment and material
        specifications, trade and manufacturing secrets, know-how, scientific and
        technical information, including, without limitation, as set forth in the
        current Technical Manual of InBev (any of which may be modified from time
        to
        time by InBev after consultation with AmBev in accordance with Section
        3.1).
  (t)  “InBev
        Territory” means the geographical area comprised by Europe, Asia, Africa, Cuba
        and the United States of America, including the duty free customers in such
        area.
  (u)  “Intellectual
        Property” means all current and future rights and interests related to
        intellectual property as such term is used and understood in the beer
        production, marketing and sale industry with respect to the AmBev Products
        or
        the InBev Products, as the case may be, or the method of production or
        advertising and promotion of the AmBev Products or InBev Products, including,
        but not limited to the Marks, Recipes, Confidential Information (whether
        disclosed by or on behalf of AmBev, InBev or otherwise) as well as any related
        patents, copyrights (including copyright rights in the packaging, labeling,
        ornamentation, advertising and promotional materials and marketing plans
        for the
        Products) and also including any other creative materials, works, or efforts
        created by AmBev or InBev or their Affiliates for use in connection with
        the
        AmBev Marks or the InBev Marks, as the case may be, and any derivative works
        based thereon, in any tangible medium of expression now known or hereinafter
        devised. Any copyrights and creative materials and the like created by Licensee
        or its Affiliates for use with the Marks shall be deemed to be the property
        of
   
  Licensor
        and Licensee shall execute such assignments as may be reasonably requested
        by
        Licensor to effectuate this purpose) and other related intellectual property
        rights.
  (v)  “License
        Agreement” means this
        License Agreement dated as of March 21, 2005, between AmBev and InBev, as
        the
        same may be amended, modified or supplemented from time to time.
  (w)  “Licensed
        Products” means InBev Licensed Products or AmBev Licensed Products, as the
        context requires.
  (x)  “Licensee”
        means (i) AmBev (regarding InBev Products) and (ii) InBev (regarding AmBev
        Products).
  (y)  “Licensee
        Recipes” means AmBev Recipes or InBev Recipes, as the context
        requires.
  (z)  “Licensor”
        means (i) AmBev (regarding AmBev Products) and (ii) InBev (regarding InBev
        Products).
  (aa)
        “Licensor Recipes” means AmBev Recipes or InBev Recipes, as the context
        requires.
  (ab)
        “Marketing Expenditures” means costs of marketing, advertising and promotional
        activities and brand contribution expenditures (including, without limitation,
        consumer marketing, trade selling and discounts such as off invoice, bonus
        stock
        and volume rebates) related to the Products in the Territory.
  (ac)
        “Marks” means AmBev Marks or InBev Marks, as the context requires.
  (ad)
“Net
        Sales” means, for any period, the invoiced gross sales value of Products sold
        during such period by Licensee and its Affiliates to any third party less
        returns, discounts, taxes and duties.
  (ae)
        “Parties” means AmBev and InBev, which may also be referred to individually as a
“Party”.
  (af)
        “Person” means any individual, firm, corporation, partnership, limited liability
        company, trust, joint venture, governmental agency or body or other
        entity.
  (ag)
        “Products” means Imported Products and Licensed Products.
  (ah)
        “Recipes” means AmBev Recipes and/or InBev Recipes, as the context
        requires.
  (ai)
        “Territory” means the territory in which Licensee is licensed under this License
        Agreement (i) to produce, package, market, distribute and sell the Licensed
        Products and/or (ii) market, distribute and sell the Imported
        Products.
  (aj)
        “Third Party Products” means any beverage that, as the case may be, either (i)
        AmBev or any of its Affiliates or (ii) InBev or any of its Affiliates directly
        or indirectly, produces, bottles or sells under third party trademarks, trade
        names or service marks as of the date of this License Agreement.
  2.  SCOPE—EXCLUSIVITY
  2.1
        General
  AmBev
        hereby grants to InBev, on the terms and conditions set forth in this License
        Agreement, the exclusive right to, either directly or through any Affiliate
        of
        InBev, (i) produce, package,
   
  market,
        distribute and sell the AmBev Licensed Products in the InBev Territory and
        (ii)
        market, distribute
        and sell the AmBev Imported Products in the InBev Territory. Neither AmBev
        nor
        any of its
        Affiliates during the term of this License Agreement shall grant to any Person
        other than InBev any such right, except for any such rights granted pursuant
        to
        agreements to which AmBev or its Affiliates
        are parties as
        of the
        date of this License Agreement. InBev hereby grants to AmBev, on the terms
        and
        conditions set forth in this License Agreement, the exclusive right to, either
        directly or through
        any Affiliate of AmBev, (i) produce, package, market, distribute and sell
        the
        InBev Licensed
        Products in the AmBev Territory and (ii) market, distribute and sell the
        InBev
        Imported Products in the AmBev Territory. Neither InBev nor any of its
        Affiliates during the term of this License
        Agreement  shall
        grant **** to  any
        Person other **** than  AmBev **** any  such
        right, except **** for
        any
        such rights
        granted pursuant to agreements to which InBev or its Affiliates are parties
        as
        of the date of this License Agreement.
  2.1.1
        The
        Parties agree that sales of InBev Beer into Canada and of Labatt Brewing
        Co.’s
        Beer into  the
        United States of America are currently regulated by separate arrangements
        and
        therefore are not subject
        to the provisions of this License Agreement. The Parties agree to discuss
        the
        possibility of amending such arrangements so as to cause their commercial
        terms
        (except transfer price and royalties) to be consistent with the provisions
        of
        Sections 3 to 11 of this License Agreement.
  2.2
        Enforceability
  The
        exclusive right granted by AmBev to InBev pursuant to Section 2.1 is valid
        and
        effective as of the date
        of this License Agreement. The exclusive right granted by InBev to AmBev
        pursuant to Section 2.1 shall be valid and effective upon the date mutually
        agreed in writing between AmBev and InBev.
  2.3
        Sales
        Outside the Territory
  With
        the
        exception of any **** collaboration
        agreed to in writing between AmBev and InBev in the markets outside the AmBev
        Territory, AmBev or its Affiliates will not, subject to applicable
        law:
  (a) directly
        or indirectly engage in sales or otherwise dispose of the InBev Products
        outside
        of the AmBev Territory;
  (b) establish
        any branch or maintain any distribution depot for the sale of the InBev Products
        outside the AmBev Territory; or
  (c) sell,
        distribute or resell the InBev Products to a purchaser located in the AmBev
        Territory if AmBev knows or reasonably should know that such purchaser intends
        to directly or indirectly sell, distribute or resell the InBev Products outside
        the AmBev Territory.
  With
        the
        exception of any collaboration agreed to in writing between AmBev and InBev
        in
        the markets outside the InBev Territory, InBev or its Affiliates will not,
        subject to applicable law:
  (a) directly
        or indirectly engage in sales or otherwise dispose of the AmBev Products
        outside
        of the InBev Territory;
  (b) establish
        any branch or maintain any distribution depot for the sale of the AmBev Products
        outside the InBev Territory; or
  (c) sell,
        distribute or resell the AmBev Products to a purchaser located in the InBev
        Territory if InBev knows or reasonably should know that such purchaser intends
        to directly or indirectly sell, distribute or resell the AmBev Products outside
        the InBev Territory.
   
  2.4
        Non
        Compete
  (a) During
        the term of this License Agreement, AmBev shall not, on its own behalf or
        in
        combination with others or through any Affiliate, produce, package, market,
        distribute, sell or resell (or have any interest in the production, packaging,
        bottling, marketing, distribution, sale or resale of) any other competing
        beer
        (“competing beer”, as used herein, means European premium branded beer) in the
        AmBev Territory, except for products owned by AmBev, brewing and/or packing
        of
        Third Party Products and distribution of Third Party Products that AmBev
        or any
        of its Affiliates distributes in its own distribution centers. During the
        term
        of this License Agreement, InBev shall not, on its own behalf or in combination
        with others or through any Affiliate, produce, package, market, distribute,
        sell
        or resell (or have any interest in the production, packaging, bottling,
        marketing, distribution, sale or resale of) any other competing beer (“competing
        beer”, as used herein, means Latin American premium branded beer) in the InBev
        Territory, except for products owned by InBev, brewing and/or packing of
        Third
        Party Products and distribution of Third Party Products that InBev or any
        of its
        Affiliates distributes in its own distribution centers.
  (b) During
        the term of this License Agreement, in addition to its other covenants set
        forth
        herein, and subject to applicable law, AmBev or its Affiliates, (i) shall
        not,
        directly or indirectly, distribute, import, produce or sell any Beer in the
        InBev Territory (other than the AmBev Products as contemplated by this License
        Agreement or any Beer that AmBev or its Affiliates have a contractual obligation
        to sell in the InBev Territory as at the date of this License Agreement),
        and
        (ii) shall not, directly or indirectly, sell, distribute or resell any Beer
        to
        any purchaser (except to InBev or its ** Affiliates)
        that AmBev knows or reasonably should know intends to directly or indirectly
        sell, distribute or resell such Beer in the InBev Territory. During the term
        of
        this License Agreement, in addition to its other covenants set forth herein,
        and
        subject to applicable competition law InBev or its Affiliates, (i) shall
        not,
        directly or indirectly, distribute, import, produce or sell any Beer in the
        AmBev Territory (other than the InBev Products as contemplated by this License
        Agreement or any Beer that InBev or its Affiliates have a contractual obligation
        to sell in **** the
        AmBev
        Territory as at the date of this License Agreement), and (ii) shall not,
        directly or indirectly, sell, distribute or resell any Beer to any purchaser
        (except to AmBev or its Affiliates) that InBev knows or reasonably should
        know
        intends to directly or indirectly sell, distribute or resell such Beer in
        the
        AmBev Territory.
  2.5
        Termination of Existing Agreements
  Notwithstanding
        anything to contrary contained herein, each of AmBev and InBev shall use
        its
        reasonable efforts to terminate any existing agreements with third parties
        that
        are specified as exceptions to the respective obligations of AmBev and InBev
        set
        forth in Section 2.1 or Section 2.4 at the earliest possible date permitted
        by
        such agreements or, if such agreements have an indefinite term, as soon as
        reasonably practicable.
  2.6
        Affiliates of the Parties
  It
        is
        understood and agreed that, notwithstanding any provision of this License
        Agreement to the contrary, all Intellectual Property Rights licensed by Licensor
        hereunder are owned by Licensor and/or its Affiliates and the rights and
        obligations of Licensor arising under this License Agreement may be carried
        out
        directly by Licensor or indirectly through such Affiliates. Further, it is
        understood and agreed that, notwithstanding any provision of this License
        Agreement to the contrary, the rights and obligations of Licensee hereunder
        may
        be carried out directly by Licensee or indirectly through its Affiliates.
        Each
        Party agrees to cause such Affiliates to comply with all obligations of such
        Party hereunder (whether as Licensor or Licensee) to the extent applicable
        to
        such Affiliate. In addition, unless the context otherwise requires, any
        reference in this License Agreement
        to a Party shall be deemed to include such Party and its Affiliates; provided
        that each Party shall at all times and in all circumstances remain responsible
        for the performance of its obligations hereunder.
   
   3.  BREWING
        AND PACKAGING
  3.1
        General
  Licensee
        shall brew and package all Licensed Products in conformity with the Licensor
        Recipes and shall have the right to use the Licensor Recipes only to produce
        and
        package the Licensed Products pursuant **** to
        the ** terms
        of
        this License Agreement. No other right **** or
        benefit to use the Licensor
        Recipes is hereby granted or intended, either directly or by implication,
        and no
        other right  or
        benefit will be granted to Licensee except as herein provided (or otherwise
        agreed to by Licensor in
        writing).
  Licensor
        is entitled to modify in **** its
        absolute discretion and at any time during the term of this License Agreement
        any of the Licensor Recipes. Licensor shall consult with Licensee of any
        proposed modification at least three (3) months prior to the date on which
        the
        modification becomes effective. If the implementation of such modification
        requires any out-of-pocket expenditures
        by Licensee, then Licensee shall bear any such expenditure as reasonably
        required by Licensor.
  During
        the term of this License Agreement, in addition to its other covenants set
        forth
        herein, Licensor shall:
  (a) conduct
        Licensor’s business in a manner that will reflect favorably upon the Licensed
        Products so
        as to
        preserve the goodwill of retailers and consumer acceptance of the Licensed
        Products in the Territory;
  (b) not
        deliver to Licensee any yeast or Imported Products the expiration date of
        which
        would prevent Licensee from producing and selling Products in a reasonable
        time
        frame. If Licensor delivers to Licensee any yeast or Imported Product the
        expiration date of which would prevent Licensee from producing and selling
        Products in a reasonable time frame, Licensor shall, at Licensee’s option,
        either (i) replace such products with equivalent products which comply with
        the
        terms of this Section and reimburse Licensee any costs incurred in connection
        with the replaced yeast and/or Imported Product or (ii) refund any amount
        paid
        by Licensee hereunder for such yeast and/or Imported Products, and Licensee’s
        costs related to such products, including the costs of destroying such yeast
        and/or Imported Products, within thirty (30) days of Licensor ’ s
        receipt
        of an invoice therefor, and
  (c) obtain
        such approvals, licenses and permits as it may require from time to time
        under
        the laws and regulations of country of origin of the Imported Products and/or
        yeast in connection with the production, exportation, distribution, marketing
        and sale of the Imported Products and delivery of yeast.
  3.2
        Approved brewery
  With
        respect to each brewery at which Licensed Products are to be brewed, Licensee
        (after consultation with and inspection by Licensor) will conduct or cause
        to be
        conducted commercial scale brew tests ** of
        the
        particular Licensed Products produced at the brewery. Prior to the commencement
        of the commercial brewing of the Licensed Products at a brewery, Licensee
        will
        obtain Licensor’s written approval of the brewery and Licensed Products produced
        at such brewery, which approval shall not be unreasonably withheld. In
        connection with its exercise of its approval
        right, Licensor may require, as a condition of the approval, modifications
        to
        the brewery at which Licensed Products are to be brewed and to related storage
        facilities, provided that such modifications are indispensable to the
        maintenance of the quality standards of the Licensed Products. Licensee shall
        bear all reasonable out-of-pocket expenditures, if any, relating to the
        implementation of such modification.
   
   3.3
        Technical reports and samples
  Every
        month during the term of this License Agreement, Licensee, at Licensee’s
        expense, shall deliver to Licensor product samples of recently produced Licensed
        Products from each brewery at which they are produced by or on behalf of
        Licensee, and supply to Licensor monthly quality control reports relating
        to the
        Licensed Products, both in a form reasonably acceptable to
        Licensor.
  3.4
        Supply of yeast
  3.4.1
        Licensee ** shall
        in
        the ** production
        of the Licensed Products only use yeast supplied by Licensor or such other
        Person as Licensor may, from time to time, direct and approve in writing,
        provided that in the event of any failure to supply sufficient quantities
        of
        yeast Licensee may use yeast from alternative sources approved **** by
        Licensor, such approval not to be unreasonably withheld or delayed, provided
        that Licensor shall reimburse Licensee for the expenses of obtaining yeast
        from
        such alternative sources. All yeast cultures and yeast propagated from
        Licensor’s strain shall remain the property of Licensor.
  3.4.2
        Licensor shall produce and deliver yeast to Licensee within thirty (30) days
        of
        Licensor’s receipt of an order from Licensee. Licensee may require a reasonable
        quantity of yeast for the correct
        propagation and the subsequent production of Licensed
        Products. The yeast shall be of  such
        nature and quality as may be necessary to enable Licensee to produce Licensed
        Products in accordance with the Recipes and other specifications, instructions
        and directions given by Licensor hereunder.
  3.4.3
        The
        yeast shall be supplied by Licensor to Licensee free of  charge.
        Licensor shall arrange, at  its
        own
        cost and risk, for the yeast to be  tra nsported
        to a destination  designated
        by Licensee ( which shall
        be
        a port, terminal or other similar facility) and shall tender delivery to
        Licensee at such
        destination. Licensee agrees to furnish whatever facilities are required
        in
        order for Licensee to accept
        delivery of the yeast at such destination. Licensee shall  bear
        all
        costs and risks associated  with
        transporting the yeast following tender of delivery by Licensor in accordance
        with the
        previous sentence.
  3.4.4
        Licensee shall use yeast supplied by Licensor hereunder only for the purpose
        of
        the production by Licensee of Licensed Products in accordance with this License
        Agreement and shall not use, sell or otherwise dispose of any yeast without
        Licensor’s prior written approval.
  3.4.5
        Licensee shall promptly upon becoming aware that an unauthorized Person has
        gained access to Licensor’s culture yeast or details pertaining thereto, provide
        to Licensor notice thereof and any information and other assistance as
        reasonably required by Licensor in order for Licensor to gain information
        pertaining to such access.
  3.5
        Technical assistance.
  3.5.1
        Licensor shall disclose, to the extent not previously disclosed, as soon
        as
        practicable after the date hereof, to Licensee the Licensor Recipes to enable
        Licensee to fulfill its obligations and exercise its rights under this License
        Agreement.
   
  Subsequent
        to the execution of this License Agreement, to the extent that Licensor acquires
        new information or knowledge that would fall within the definition of Licensor
        Recipes and
        would
        be necessary
        for Licensee to fulfill its obligations or exercise its rights under this
        License Agreement, Licensor
        shall promptly disclose such information to Licensee. Such information shall automatically
        fall under the definition of Licensor Recipes. Licensor shall not have any
        obligation to
        obtain
        patent protection on the Licensor Recipes
        in ** the
        Territory.
  3.5.2
        The
        Licensor Recipes to be disclosed or made available by Licensor hereunder
        shall
        be delivered in English and shall be in accordance with technical standards
        used
        by Licensor at the time of preparation thereof.
  3.5.3 In **** order
        to
        assist Licensee in understanding the Licensor Recipes disclosed or made
        available to
        Licensee pursuant to this License Agreement and to assist Licensee in the
        production and packaging of Licensed Products, Licensor shall, upon the
        reasonable written request of Licensee, provide technical assistance to
        technically qualified personnel of Licensee. Licensor shall use its reasonable
        best efforts to make available qualified Licensor personnel to provide the
        technical services required by Licensee.
  3.5.4
        In
        the event that Licensee requests that Licensor makes personnel available
        to
        provide technical assistance at the facilities of Licensee, such assistance
        shall be provided by Licensor’s personnel under the following
        conditions:
  (a)
        Licensee shall advise Licensor in writing (which may be via e-mail) a reasonable
        period of time  in
        advance of the first day of the proposed period that technical assistance
        is
        required  and
        submit a schedule
        of the proposed subjects, estimated number of working days required and dates
        of
        technical assistance;
  (b)
        Licensor shall as soon as practicable advise Licensee whether Licensor can
        furnish such technical assistance consistent with the proposed schedule and,
        if
        not, shall propose a reasonable alternative arrangement or
        schedule;
  (c) at
        Licensee’s cost and expense, Licensee shall receive and make necessary
        arrangements for Licensor’s personnel to be sent to Licensee’s
        facilities;
  (d) Licensor’s
        personnel sent to Licensee’s facilities to provide technical assistance shall
        not be considered for any purpose to be employees, agents or representatives
        of
        Licensee, nor shall they assume any responsibility for Licensee’s production,
        packaging, distribution, marketing, sale or resale of Licensed Products;
        and
  (e) Licensor’s
        personnel sent to Licensee’s facilities to provide technical assistance shall
        work in accordance with Licensee’s internal service regulations.
  3.5.5
        Licensor warrants that Licensor’s personnel assigned to provide technical
        assistance shall be qualified to provide such assistance in accordance with
        good
        professional practice, and that such personnel
        shall use their reasonable best efforts to provide such assistance. No other
        warranty with respect
        to technical assistance is or shall be deemed given by Licensor.
  3.5.6
        In
        order to assist Licensee in understanding Licensor Recipes and to assist
        Licensee in the production and packaging of the Licensed Products, Licensor
        shall, upon the reasonable written request of Licensee, provide to Licensee
        technical assistance to Licensee in the form of written answers to questions
        from Licensee.
   
  3.5.7
        Licensor will be available at reasonable times (during Licensor’s normal
        business hours and upon reasonable prior notice) to consult with Licensee
        (by
        e-mail or otherwise) regarding Licensor Recipes.
  4. CONTAINERS/LABELLING
  4.1
        Licensee shall only sell the Licensed Products in bottles, cans, kegs or
        other
        containers of such size, shape, type and with such labels or other packaging
        material as shall have been previously approved by Licensor and that Licensee
        confirms to be in compliance with the legal requirements of each country
        within
        the Territory where the Licensed Products will be marketed.
  4.2
        Licensee shall place on each package and label for Licensed Products which
        it
        produces or has produced a notation which states “Produced under license and
        supervision of [name of Licensor]”, or another similar statement acceptable to
        Licensor, in such languages as required by law or as mutually agreed by the
        Parties.
  5. QUALITY
        CONTROL -INSPECTION




5.2
        Once
        per year, upon thirty (30) days prior notice to Licensee, Licensor and its
        representatives may (i) visit and inspect any of the properties or facilities
        of
        Licensee at which Products or related promotional items are produced, processed,
        packaged or stored by or for Licensee, (ii) inspect the brewing facilities,
        brewing procedures, brewing laboratories, packaging and storage and quality
        control procedures relating to the Products, and (iii) examine all their
        books
        of accounts and financial records, reports and other relevant papers which
        are
        related to the production, importation, packaging, distribution, marketing,
        sale
        or resale of the Products or otherwise related to this License Agreement.
        At any
        time during the term of this License Agreement, upon prior notice to Licensee,
        Licensor and its representatives may discuss their affairs, finances and
        accounts which are primarily related to the production, importation, packaging,
        distribution, marketing, sale or resale of the Products or otherwise related
        to
        this License Agreement, with their officers, managers and independent
        accountants; provided that the officers, managers and independent accountants
        shall not be obligated to discuss any matter with respect to this License
        Agreement that is being disputed by a Party. Licensee will fully cooperate
        with
        Licensor with respect to such inspection, examination or discussion, and
        will
        keep Licensor advised of each location at which the activities related to
        the
        production, importation, packaging, distribution, marketing, sale or resale
        of
        the Products or otherwise related to this License Agreement, are taking place.
        The obligations under this Section 5 shall survive one (1) year after the
        termination of this License Agreement.
  6. WAREHOUSING
        AND STORAGE
  6.1
        Licensor shall provide Licensee with freshness, shelf  life
        and
        storage guidelines as well as other information useful in monitoring and maintaining the quality of the
        Products.
  6.2
        Licensee shall:
  (a)
        maintain, or cause others to maintain at all times, in warehouses that are
        suitable for such purposes, an inventory of Products which it reasonably
        believes to be sufficient to meet anticipated demand;
   
  (b)
        adhere to all reasonable conditions that may be prescribed by Licensor, in
        relation to storage of Products
        to ensure that at all times the quality of such products is maintained,
        including:
  (i) ensuring
        that Products that exceed the expiration date are not sold;
  (ii) ensuring
        that all Products that it produces or has produced are coded with an appropriate
        expiration date, such date to be based on the conclusion of an appropriate
        period between production and expiration of the Licensed Products, such period
        to be agreed upon between Licensor and Licensee promptly after the date of
        execution of this License Agreement; and
  (iii) destroying
        or causing to be destroyed at its own cost and expense any stock of Products in
        its
        possession, or the possession of wholesalers or retailers, that has passed
        the
        expiration date
        (other than due to a breach of Section 3.1(b)) or that has been damaged or
        become unmarketable; unless such Product has become damaged or unmarketable
        or
        passed the expiration date due to (i) the quality problems in connection
        with
        the production of the Product by Licensor or (ii) the failure of merchandising
        such Product if merchandising is not the responsibility of
        Licensee.
  7. DISTRIBUTION,
        SALE, MARKETING AND ADVERTISING OF THE PRODUCT
  7.1
        General
  7.1.1
        Licensee agrees that one of its essential responsibilities is to use its
        reasonable best efforts to market and promote the Product in accordance with
        business and marketing plans established in accordance with the provisions
        of
        this Section 7 (each, a “ Business
        and Marketing Plan ”)
        with a
        view to developing and maximizing the sales of the Product.
  7.1.2
        Licensee shall maintain an appropriate sales and delivery force and a proper
        system for recording orders, deliveries and other pertinent information
        customary in the marketing, distribution and sale of like products in the
        Territory.
  7.2
        Business and Marketing Plan
  7.2.1
        Licensee agrees that the Business and Marketing Plan is an important tool
        to
        identify, in consultation with Licensor, market developments, competitive
        challenges and opportunities within the
        Territory and to efficiently approach the same on an as-needed basis by setting
        forth appropriate strategies and marketing priorities, taking into account the specific
        characteristics of the Products and their respective marketing positions
        in the
        Territory.
  7.2.2
        Licensee shall use its reasonable best efforts to comply with all actions,
        objectives, goals and/or targets set forth in each Business and Marketing
        Plan.
  7.2.3
        For
        each Budget Year, a Business and Marketing Plan shall be established pursuant
        to
        the following rules:
  (a) The
        Business and Marketing Plans for each of AmBev and InBev as Licensors for
        the
        first Budget Year (each, a “ First
        Business and Marketing Plan ”)
        shall
        be agreed by the Parties within ninety (90) business days from the date of
        this
        License Agreement and shall be attached hereto as **Annexes
        B-1** and **B-2,** respectively;
  (b) For
        any
        subsequent Budget Year, Licensee shall prepare and deliver to Licensor not
        later
        than the 1st of November of the then-applicable Budget Year a written business
        and marketing
        plan for
   
  the
        next
        Budget Year (the “Draft Business and Marketing Plan”), in the same format as the
        First Business and Marketing Plan. Licensee will consult Licensor in preparing
        and developing the Draft Business and Marketing Plan and will consider in
        good
        faith all comments made by Licensor;
  (c) Other
        than with respect to minimum marketing expenditures and minimum sales volumes,
        as established in the First Business and Marketing Plan or as previously
        agreed
        by the Parties for the sixth to tenth Budget Years, (in relation to which
        any
        deviation shall require the prior approval of the Licensor), the Draft Business
        and Marketing Plan will, upon notice to that effect from Licensee to Licensor,
        become the effective Business and Marketing Plan for the relevant Budget
        Year.
  7.3
        Promotion and Marketing—Development of Advertising and Promotional
        Material
  7.3.1
        Licensee shall actively promote the Product within the Territory in line
        with
        the Business and Marketing Plan. Licensee shall develop general marketing
        and
        advertising concepts for the Products
        in the Territory based on the agreed strategic positioning for the brands,
        as
        specified in the First Business and Marketing Plans.
  7.3.2
        Licensee shall use (whether by way of labeling, packaging, product
        ornamentation, advertising, promotional item or otherwise) the Marks only
        in
        contexts, locations, forms, styles and colors prescribed or previously approved
        by Licensor. Licensor may exercise this approval power on an item-by-item
        basis
        and/or by approving pre-established formats. Before Licensee uses the Marks
        in
        contexts, locations, forms, styles or colors that have not been approved
        by
        Licensor, it shall submit a sample thereof to Licensor for written approval.
        Upon such approval being given, or upon expiration of a thirty (30) day period
        without a response or request for additional information from Licensor, Licensee
        may use such Marks in such contexts, locations, forms, styles or colors (subject
        to the other limitations of this License Agreement). Licensor may, from time
        to
        time, prescribe changes in formats of usage of the Marks for the Territory,
        and
        Licensee shall promptly comply with any such changes, and shall bear all
        reasonable expenses in order to comply with such changes. Any such changes
        requested by Licensee shall be subject to Licensor’s approval, and the cost
        thereof shall be borne exclusively by Licensee.
  7.3.3
        During the term of this License Agreement, at intervals that Licensor may
        reasonably specify, Licensee
        shall provide Licensor with additional representative samples of labels,
        containers, packaging,
        promotional items, promotional literature and product ornamentation bearing
        the
        Marks.
  7.3.4
        All
        labels, containers, packaging and materials bearing a Mark shall be of a
        uniform
        quality at least
        equivalent in all respects to the quality of items approved by
        Licensor.
  7.3.5
        Any
        approval granted by Licensor pursuant to this Section 73 can
        under no circumstances be construed as a release of Licensee from its
        obligations under this Section 7.3 and/or under Section 11 with respect to
        the
        use of the Marks.
  7.3.6
        The
        advertising agency to be used for the advertising of the Product will be
        the
        advertising agency chosen by Licensee, unless otherwise required
        by Licensor.
  7.3.7
        Licensee shall reasonably provide Licensor with a copy of all briefings,
        scripts
        and storyboards with regard to “above the line” advertising and shall
        incorporate all comments made by Licensor
        prior to final execution and in due time to be able
        to
        intervene in the production process.
  7.3.8
        Licensor will advise Licensee of all relevant market advertising concepts
        developed for the Products internationally and Licensee shall take them into
        account in subsequent advertising campaigns.
   
  7.3.9
        Licensor will make available for Licensee’s use in the Territory advertising TV
        programs developed for the Products in other markets, at normal talent and
        usage
        fees and other unavoidable additional costs and expenses of Licensor. Licensee
        agrees to pay for local adaptations of international campaigns and third
        parties
        fees.
  7.4
        Brand
        positioning
  7.4.1
        Licensee shall, unless otherwise agreed in writing by Licensor, position
        the
        Products in the Territory as Products of the highest reputation and quality,
        sold in the skus to be approved by Licensor in accordance with the brand
        positioning as set out in the Business and Marketing Plan. Notwithstanding
        the
        provisions of Section 7.2.3(c), all modifications to this positioning shall
        require prior written approval of Licensor. Notwithstanding the provisions
        of
        Section 7.2.3(c), Licensor shall in its sole discretion, followed by reasonable
        consultation with Licensee, be entitled to amend the positioning of the Products
        by giving Licensee a written notice to this effect, four (4) months in
        advance.
  7.4.2
        Licensee hereby ** acknowledges
        that the success of the Products is dependent upon, among several other factors,
        their positioning as first-rate quality Beers and positioning as set out
        in the
        Business and Marketing Plan and Licensee shall use its reasonable best efforts
        to maintain the pricing of the Products to its customers at a price which
        is
        consistent with the competitive positioning of the Product in the corresponding
        segment for Beer in the Territory.
  7.5
        Reports/meetings
  7.5.1
        Within three (3) weeks of each consecutive calendar quarter during the term
        of
        this License Agreement, Licensee shall deliver to Licensor:
  (a) a
        sales
        report regarding the previous quarter, indicating volume by sku, configuration
        and sales channel,
        as well as ** a
        summary
        of key figures, trends and activities of Competitors, according to
        the format
        provided by Licensor;
  (b) a
        report
        on the market conditions, including information on commercial conditions,
        reports on Competitors, and changes in the market that are in the public
        domain;
  (c) a
        report
        regarding the quarterly marketing expenses of Licensee; and
  (d) a
        report
        regarding the level of stock of the Products in Licensee’s and its Affiliates’
        warehouse(s).
  7.5.2
        Licensor and Licensee shall organize bi-annual reviews, to be attended by
        appropriate representatives
        from both Licensor and Licensee. During such reviews, any of the
        above-referenced information shall be discussed, together with Licensee’s promotional and
        marketing strategies for the sale of the Products, and Licensor and Licensee
        shall also review the implementation by Licensee of the Business and Marketing
        Plan during the previous period and assess the financial performance in relation
        to the Products by Licensee and assess completion by Licensee of the Business
        and Marketing Plan during the previous period. Licensee shall consider in
        good
        faith the comments and recommendations of Licensor in relation
        hereto.
  7.5.3
        Licensee shall respond as soon as practicable and in good faith to all requests
        by Licensor for all
        information required under this License Agreement and such additional
        information relating to the Products as shall be reasonably requested by
        Licensor.
   
  7.5.4
        Licensee acknowledges that Licensor shall rely upon all financial, sales,
        statistical and other information provided by Licensee to Licensor hereunder.
        Licensee represents and warrants that all such information provided to Licensor
        shall be true, complete and accurate in all material respects as at the date
        of
        its communication.
  7.6
        Draught requirements
  7.6.1
        In
        the event Licensor agrees that Licensee can sell the Product in kegs, Licensee
        must adhere to the following conditions to safeguard the quality of Products
        served on draught:
  (a) Licensor
        must approve the type of outlets proposed by Licensee where the Products
        can be
        sold on draught;
  (b) Licensee
        shall ensure that its own outlets and any other outlets where the Products
        will
        be sold are and will conform in all material respects to the type of outlet
        that
        has been approved;
  (c) Licensee
        shall ensure that those outlets adhere in all material respects to the
        specifications of Licensor in respect of draught installations; and
  (d) Licensee
        shall ensure that those outlets respect the maintenance and cleaning program
        of
        Licensor.
  7.6.2
        In
        order to verify whether the foregoing conditions are being satisfied, Licensee
        shall permit previously planned inspections by the ** Licensor’s
        authorized representatives of the draught installations in the outlets where
        the
        Products are sold.
  7.6.3
        To
        this end, Licensee shall, at Licensor’s request, provide Licensor with a list of
        all the outlets where the Products are sold on draught, to the extent that
        this
        is available and necessary for any previously planned inspection.
  7.6.4
        In
        the reports described in Section 7.5.1, Licensee shall include an update
        of the
        number of outlets selling the Products on draught; a report regarding the
        draught machines installed or dismantled during the previous quarter, according
        to the format provided by Licensor; a report regarding the level of stock
        of the
        empty kegs in Licensee’s and its Affiliates’ warehouse(s); and a report on the
        delivered/returned kegs and pallets.
  8. INSURANCE
  Throughout
        the term of this License Agreement, Licensee shall obtain and maintain insurance
        covering its activities hereunder (including, without limitation, insurance
        for
        product liability) from a company reasonably acceptable to
        Licensor.
  9. QUALITY
        PROBLEM - COMPLAINTS - PRODUCT RECALL
  9.1
        Quality problem
  Licensee
        shall, upon the occurrence of any quality problem, (i) promptly notify Licensor
        and provide full details pertaining to such event, and provide information
        and
        other assistance as may reasonably required by Licensor **** in
        order
        to gain information pertaining to such problem and (ii) take prompt action
        to
        remedy such problem, including any action reasonably requested by Licensor,
        with
        the cost of any such remedy to be borne by the Party responsible for the
        quality
        problem.
   
  9.2
        Complaints - product recall
  Licensee
        shall (i) report to Licensor any non-routine or otherwise material
        correspondence or communication received from (x) any applicable governmental
        agency, board or official concerning
        the Products (including any correspondence relating to the Marks, Intellectual
        Property, Licensor
        Recipes, containers, packaging or product dress thereof), and (y) any Person
        that pertain to any perceived inadequacy in the quality of the Products or
        any
        claim or threatened claim with respect
        to the Products, including, without limitation, claims for product liability
        or
        infringement of Intellectual Property that may result in legal actions against either Licensee
        or Licensor, or adversely affect the reputation of Licensee or Licensor or
        could
        result in a disclosure of any product defects in the Products or the
        implementation of any product recalls of the Products, and (ii) provide notice
        thereof and any information and other assistance as reasonably required by
        Licensor in order for Licensor to gain information pertaining
        thereto.
  10  CONFIDENTIAL
        INFORMATION
  10.1
        All
        Confidential Information shall remain the sole property of the Party disclosing
        it. Neither Party shall obtain any intellectual property rights in, or have
        the
        right to use, except as stated herein, any such Confidential Information
        disclosed to it by or on behalf of the other Party.
  10.2
        The
        Parties shall ensure that no Confidential Information is used or disclosed
        in
        any way, except as permitted by Sections 10.4 and 10.5 hereof or as used
        by the
        Parties in the performance of their obligations under this License A greement. The
        confidentiality obligations set forth in this Section 10 shall survive
        termination of this License Agreement indefinitely.
  10.3
        Upon
        termination of this License Agreement, each Party shall return to the other
        Party all of the other Party’s Confidential Information, including all magnetic,
        computer and other electronic data, photostatic or other copies, or other
        derivatives thereof, disclosed pursuant to this License Agreement. All other
        analyses, compilations and documents containing or reflecting such information
        shall be destroyed, such destruction to be confirmed by each recipient Party
        in
        writing.
  10.4
        Neither Party, nor any of its Affiliates, directors, officers *,* employees, external
        advisors or agents shall, without the prior written consent of the disclosing
        Party, disclose to any third party, directly or indirectly, any Confidential
        Information or any of the terms, conditions or other facts contained in this
        License Agreement or with respect to Products or Licensor Recipes, except
        as
        contemplated by Section 10.5 of this License Agreement or to: (i) its directors,
        officers and employees
        on a need to know basis; and (ii) its external advisors or agents on a need
        to
        know basis; provided
        that the recipient Party shall require such directors, officers, employees,
        advisors or agents to maintain the confidentiality of the Confidential
        Information.
  10.5 In **** the
        event
        that a recipient Party is compelled, requested or required (by legal,
        administrative or
        similar process, including but not limited to oral questions, interrogatories,
        requests for information or documents in legal proceedings, subpoena, civil
        investigative demand or other similar process) to disclose to any third party
        any of the Confidential Information that it has received from the other Party,
        the recipient Party shall provide the disclosing Party with prompt written
        notice of any
        such
        request or requirement so that the disclosing Party may seek a protective
        order
        or other appropriate remedy and/or waive compliance with the provisions of
        this
        License Agreement. If in the absence of a protective order or other remedy
        or
        the receipt from the disclosing Party of a waiver, the recipient Party is
        nonetheless legally compelled, as evidenced by receipt by the disclosing
        Party
        of a written opinion of legal counsel reasonably acceptable to the disclosing
        Party, to so disclose Confidential Information (including to any tribunal
        or administrative
        agency), the recipient Party may, without liability hereunder, so disclose
        to
        the third party
        (including a tribunal or administrative agency) only that portion of the
        Confidential
   
  Information
        which such counsel advises is legally required to be disclosed, provided
        that
        the recipient Party exercises its reasonable efforts to preserve the
        confidentiality of the Confidential Information, including, without limitation,
        by cooperating with the disclosing Party to obtain an appropriate protective
        order or other reliable assurance that confidential treatment will be accorded
        the Confidential Information (including by such tribunal or administrative
        agency).
  10.6
        It
        is understood and agreed that money damages would not be a sufficient remedy
        for
        any breach of the provisions of this Section 10 by any Party and that either
        Party, subject to applicable law, shall be entitled to equitable relief
        including but not limited to provisional or injunctive relief, and/or specific
        performance as a remedy for any such breach. Such remedies shall not be deemed
        to be the exclusive remedies for a breach by a Party, but shall be in addition
        to all other remedies available at law to the aggrieved Party. The recipient
        Party agrees not to oppose the granting of such equitable relief on the ground
        that an adequate remedy does not exist in law, and to waive, and to use its
        reasonable efforts to cause its directors, officers, employees and
        representatives to waive, any requirement for the securing or posting of
        any
        bond in connection with such remedy. In the event of litigation relating
        to this
        Section 10, if the recipient Party has breached a provision of this Section
        10,
        then the recipient Party shall be liable and shall pay to the disclosing
        Party
        the reasonable legal fees and any
        other
        expenses that the disclosing Party has incurred in connection with such
        litigation, including any appeal therefrom.
  10.7
        Licensee shall, upon becoming aware that any of Licensor’s Confidential
        Information or details pertaining thereto have inadvertently or otherwise
        been
        disclosed to or obtained by or are being used by any unauthorized third party,
        provide notice thereof and any information and other assistance as reasonably
        required by Licensor in order for Licensor to gain information pertaining
        to
        such use.
  11. LICENSOR’S
        MARKS LICENSED TO LICENSEE
  11.1
        Licensee shall have the right to use the Marks or variations thereon or related
        Intellectual Property solely pursuant to this License Agreement and all such
        rights shall terminate upon termination of this License Agreement. Licensee
        shall have no right to use any of the Marks or variations thereon or related
        Intellectual Property for any purpose other than as product trademarks for
        Products and on related advertising and promotional material expressly approved
        by Licensor. In particular, Licensee shall have no right to use any of the
        Marks
        or variations thereon or related Intellectual Property as a trade name, as
        the
        name of any corporate or business entity, as a domain name or as part of
        a phone
        number using alpha numeric designations. Nothing in this License Agreement
        shall
        confer, or be deemed to confer, any rights in the Marks or variations thereon
        or
        any marks confusingly similar thereto or any Intellectual Property to Licensee
        other than as set forth in the License Agreement *.*
  11.2
        Licensee shall not:
  (a) use
        or
        authorize the use of the Marks or variations thereon or any marks confusingly
        similar thereto or any Intellectual Property in connection with the production,
        packaging, distribution, marketing, sale or resale of Products produced by
        or
        for Licensee that does not meet the requirements of this License
        Agreement;
  (b) use
        or
        authorize the use of any of the Marks or variations thereon or any marks
        confusingly similar thereto or any Intellectual Property in connection with
        the
        production, packaging, distribution, marketing, sale or resale of any Products,
        or service, except as expressly permitted under this License
        Agreement;
   
  (c)
        use
        or authorize the use of any of the Marks or variations thereon or any marks
        confusingly similar thereto or any Intellectual Property for any purpose
        other
        than as expressly provided for in this License Agreement and
  (d)
        use
        or authorize the use of any of the Marks or variations thereon or any marks
        confusingly similar thereto or any Intellectual Property following the
        termination of this License Agreement.
  11.3
        Any
        registration of the Marks shall be made in the name and at the cost of Licensor
        as the sole owner of such Marks and shall remain the property of
        Licensor.
  11.4
        Licensor shall take all such actions in such manner as it may determine is
        appropriate in registering, obtaining, maintaining and enforcing its rights
        and/or its Affiliates’ rights to the Marks both inside and outside of the
        Territory;
  11.5
        Licensor shall maintain the Marks in full force and effect during the term
        of
        this License Agreement and not take any action with respect to the Marks
        that
        would materially and adversely affect Licensee’s rights under this License
        Agreement, without in each case obtaining the express written consent of
        Licensee, which consent shall not be unreasonably withheld.
  11.6
        Licensee shall reasonably cooperate with Licensor, at Licensor’s cost and
        expense, in connection with the registration or obtaining, maintenance and
        enforcement of Licensor’s rights in any of the Marks in the
        Territory.
  11.7
        Licensee shall provide notice to Licensor as soon as Licensee has knowledge
        of
        any improper or wrongful use in the Territory by third parties of the Marks
        or
        variations thereon, marks confusingly similar to the Marks or related
        Intellectual Property and provide such information and other assistance as
        reasonably required by Licensor in order for Licensor to gain information
        pertaining to such use. Licensee shall not take any action with respect to
        the
        Marks that would materially and adversely affect Licensor’s rights, without
        obtaining the express written consent of Licensor, which consent shall not
        be
        unreasonably withheld.
  11.8
        Additionally, Licensee agrees that:
  (a)
        The
        Marks and the respective goodwill and Intellectual Property are the sole
        property of Licensor in the Territory and elsewhere;
  (b)
        Licensee acknowledges the validity and enforceability of the Marks and the
        sole
        and exclusive ownership of those Marks and other related Intellectual Property
        by Licensor. Licensee agrees that it shall not, at any time during the term
        of
        this License Agreement or thereafter, challenge said validity or enforceability
        of the Marks or other related Intellectual Property for any reason or Licensor’s
        sole and exclusive ownership thereof. Licensee agrees that, in addition to
        the
        Marks, Licensor shall be the exclusive owner of any and all copyright rights
        and
        other intellectual property rights pertaining to the Products, including
        but not
        limited to all copyright rights and other intellectual property rights in
        any
        packaging, labeling and ornamentation for the Products and any related
        promotional merchandising and advertising activities, plans and materials
        including any marketing plans. Licensee has no right to use this Intellectual
        Property except in connection with the performance of its duties in connection
        with the production, distribution, packaging, sale and advertising of the
        Products. To the extent necessary, Licensee agrees to assign, at Licensee’s cost
        and expense, any rights it might otherwise claim for any particular type
        of
        Intellectual Property to Licensor upon request and further agrees that it
        shall
        obtain, at Licensee’s cost and expense, assignments of all such rights from any
        third party consultants working on its behalf in connection with the preparation
        of any particular Intellectual Property. Licensee will not, by virtue of
        any of
        its activities hereunder, obtain any ownership interest in or title to the
        Marks
        or any variations thereon,
   
  including
        variations not permitted by this License Agreement, any marks that are
        confusingly similar thereto or any Intellectual Property, or in any registration
        thereof and any uses of such Marks or any variations thereon, including
        variations not permitted by this License Agreement, any marks that are
        confusingly similar thereto or any Intellectual Property shall inure only
        to the
        benefit of Licensor. If by operation of law or otherwise Licensee shall obtain
        any ownership interest in or to the Marks or any variations thereon, including
        variations not permitted by this License Agreement, any marks that are
        confusingly similar thereto or any Intellectual Property, upon written request
        by and the expense of Licensor, or its designee, Licensee shall promptly
        assign
        such ownership interest in the Marks or any variations thereon, including
        variations not permitted by this License Agreement, any marks that are
        confusingly similar thereto or any Intellectual Property, to Licensor (or
        if
        Licensor so requests, grant a perpetual, royalty-free license to Licensor
        to use
        the Marks or any variations thereon, including variations not permitted by
        this
        License Agreement, any marks that are confusingly similar thereto or any
        Intellectual Property) without any charge. Each Party agrees to sign all
        agreements (and cancellation agreements) that the other Party may reasonably
        require relating to the Licensed Products in the Territory, provided that
        the
        terms of such agreement shall be consistent with the terms of, and shall
        not
        affect Licensee’s rights under, this License Agreement;
  (c) Licensee
        shall have no right to take or require any action with respect to registering
        or
        otherwise obtaining, maintaining or enforcing rights in and to the Marks,
        including, without limitation, any action with respect to the registration
        of
        any Mark or variation thereon as a trademark, service mark, trade name, business
        name or internet domain name in any national, state or local registry
        established for the purpose of recording the same, but shall reasonably
        cooperate (at Licensor’s sole cost and expense) in any such actions as requested
        by Licensor or its designee; and
  (d) Except
        as
        permitted herein, during the term of this License Agreement and thereafter,
        Licensee will not use or attempt to register (i) any mark confusingly similar
        to
        the Marks, or (ii) any label, package or product ornamentation confusingly
        similar to those used in connection with the Products, for any type of
        product.
  12. IMPORT
  12.1
        Unless Licensor approves local production of the Products in a certain country
        within the Territory that is included in the Business and Marketing Plan,
        Licensee shall import Imported Products into such country.
  Licensor
        or its Affiliates shall sell the Imported Products to Licensee or its Affiliates
        nominated by Licensee
        in accordance with the principles of transfer pricing as set out in
        Annex **** C.
  Payment
        for Imported Products shall be made within thirty (30) days from the date
        the
        respective invoice is issued by Licensor or its Affiliates, as the case may
        be.
  All
        payments related to the Imported Products shall be made directly by the Person
        importing such Imported Products, Licensee or an Affiliate nominated by
        Licensee, as the case may be, to the Person exporting the Imported Products,
        Licensor or an Affiliate of Licensor, as the case may be.
  12.2
        For
        those countries in the Territory where local production has been approved,
        Licensee undertakes to use its reasonable best efforts to ensure that there
        will
        be sufficient brewing capacity and stock capacity on the sites of the approved
        breweries specified in Section 3.2 to fulfil its obligations under this License
        Agreement including, without limitation, sufficient capacity to fully supply
        all
        demand for the Product within the Territory based upon each Business and
        Marketing Plan.
   
  If
        for
        any reason (including but not limited to Force Majeure) to be approved by
        Licensor, Licensor or
        Licensee reasonably believes there is a risk that the volume of the Licensed
        Products in the Territory will be inadequate to meet the demand in the
        Territory, then Licensee or its Affiliates shall purchase and import the
        Imported Product subject to the capability of Licensor to meet the demand
        at the
        price determined in accordance with the principles of transfer price as set
        out
        in **Annex
        C** .
  12.3
        Licensee undertakes that it will use reasonable efforts to obtain any and
        all
        necessary governmental, municipal and corporate permits and licenses for
        the
        importation of the Imported Product.
  12.4
        Licensee shall not stop local production of Licensed Products in a certain
        country within the Territory without the prior written approval of
        Licensor.
  13. ROYALTIES
  13.1
        Subject to Section 13.4, Licensee hereby agrees to pay to Licensor a royalty
        of
        7% per calendar quarter of Net Sales. The Parties may agree that royalties
        be
        applied against an agreed upon threshold, which may be modified from time
        to
        time at the beginning of each quarter in relation to sales volumes and Marketing
        Expenditures for the relevant year and in recognition of Licensee’s required
        efforts to market and promote the Product in the Territory.
  13.2
        Royalty payments under Section 13.1 in respect of any calendar quarter shall
        be
        made on the last business day of the immediately succeeding month (each,
        a
“ royalty
        payment date ”).
  13.3
        For
        the purposes of calculation of royalty payments, Net Sales shall be converted
        from the applicable local currency into Euros at the average exchange rate
        prevailing on the last day of the applicable calendar quarter. Licensee shall
        make the royalty payments under this Section 13 in a currency designated
        by
        Licensor (such designation to be made at least five business days prior to
        the
        relevant royalty payment date). If the currency designated by Licensor is
        different from Euros, then the amount of the royalty payment to be made by
        Licensee shall be an amount in Euros converted by Licensee into Licensor’s
        designated currency at an exchange rate prevailing on the second business
        day
        prior to the relevant royalty payment date). Payments under this Section
        13
        shall be made to the bank account designated in writing by Licensor (such
        account information to be furnished to Licensee at least five business days
        prior to the relevant royalty payment date), and each such payment shall
        be
        accompanied by a statement from Licensee giving explanatory details of sales
        and
        computation of royalties as may be reasonably requested by
        Licensor.
  13.4
        Notwithstanding anything to the contrary herein, royalties shall correspond
        to
        (i) 0% for the first
        Budget Year; (ii) 1.75% for the second Budget Year; (iii) 3.5% for the third
        Budget Year; and (iv)
        5.25% for the fourth Budget Year.
  13.5
        Licensee shall maintain, retain and make available to Licensor, during the
        entire term of this License Agreement and for two (2) years thereafter, books,
        accounts and records of and relating to royalties paid and due to
        Licensor.
  13.6
        All
        royalty payments to be made hereunder by Licensee to Licensor shall be without
        deduction of any kind whatsoever, including, but not limited to, taxes, fees,
        registration or recording taxes, stamp charges, any other similar governmental
        or quasi-governmental charge, or any **** setoffs
        or counterclaims, except for any withholding tax imposed by any governmental
        authority within the Territory, the amount of which shall be withheld by
        Licensee and deducted from such royalty payment. If Licensee shall pay any
        taxes
        on behalf of Licensor, it shall obtain
   
  official
        tax receipts evidencing such payment and deliver such receipts to Licensor
        within thirty days after such receipts are made available to
        Licensee.
  13.7
        If
        payments due hereunder are (i) payable prior to the receipt of any required
        government approval, in Licensee’s country, (ii) the payment thereof by Licensee
        would violate any applicable laws or regulations or order of any competent
        authority in Licensee’s country, or (iii) if such laws and regulations
        or competent authority shall impose an unreasonable burden upon any such
        remittance, then Licensor may opt to instruct Licensee to deposit the due
        amounts into an escrow account at a bank selected by Licensor for the benefit
        of
        Licensor until such government approval is obtained, the remittance is permitted
        or ceases to be unreasonably burdensome. After Licensee has obtained all
        government approvals, the permission is obtained or the unreasonable burden
        is
        removed, the total amount deposited by Licensee in such escrow account shall
        be
        converted into the currency designated by Licensor and immediately remitted
        to
        Licensor or its designee. In case the amount resulting from the conversion
        of
        the deposit into the currency designated by Licensor is less than the amount
        Licensor would have received if the remuneration was remitted at the time
        established herein, then Licensee shall remit, on the same day, in immediately
        available funds, the amount corresponding to such difference.
  Licensee
        acknowledges that the deposit of the money into an escrow account according
        to
        the terms of this License Agreement does not represent payment to Licensor
        and
        shall not release Licensee from all its obligations under this License Agreement
        (except to the extent any payments to be made hereunder would be illegal
        or
        unreasonably burdensome as provided above). The deposit is only intended
        to
        segregate the amounts due and payable for remittance to Licensor as provided
        above.
  14. TERM
        AND TERMINATION
  14.1
        Subject to Section 14.2, this License Agreement shall be effective from the
        date
        hereof, and shall remain in force for an initial term of ten (10)
        years.
  14.2
        In
        addition to any other rights or remedies the Parties may have under this
        License
        Agreement, any
        Party shall be entitled to terminate this License Agreement as set forth
        below
        upon thirty (30) days prior notice to the other Party in the event
        that:
  (a) there
        occurs a change of control of the other Party;
  (b) the
        other
        Party fails to achieve minimum Marketing Expenditures or minimum sales volumes
        for two consecutive Budget Years;
  (c) the
        other
        Party fails to remedy any material breach by such Party (or any Affiliate
        of
        such Party) in the performance of the terms of this License Agreement within
        one
        hundred twenty (120) days from when it receives notification from the
        non-breaching Party, giving full particulars of such breach and requiring
        it to
        be remedied, provided if such breach is not capable of being cured within
        such
        thirty (30) days and the breaching Party is diligently pursuing the cure
        of such
        breach, such thirty (30) day period shall be extended an additional thirty
        (30)
        days;
  (d) the
        other
        Party is adjudicated bankrupt or applies for suspension of payment of its
        debts
        or offers a settlement to its creditors pursuant to applicable law;
  (e) the
        other
        Party goes into liquidation or dissolution (except for the purpose of a merger
        or reorganization wherein the company resulting from such merger or
        reorganization effectively agrees to be bound by and assume all of the rights
        and obligations of the merged or reorganized company under this License
        Agreement);
   
  (f) the
        other
        Party ceases to carry on business; or
  (g)
        a
        circumstance of Force Majeure causes the other Party to not operate for a
        period
        of three (3) consecutive months.
  14.3
        This
        License Agreement will also terminate, without fault, in the event the Parties
        fail to agree on
        minimum Marketing Expenditures and minimum sales volumes for (i) the First
        Business and Marketing Plans within the period specified in **** Section
        7.2.3(a); or (ii) the minimum  Marketing
        Expenditures and **** minimum
        sales volumes for the sixth to tenth Budget Years by December 31,
        2009.
  15. CONSEQUENCES
        OF TERMINATION
  15.1
        If
        Licensor so requests in writing within thirty (30) days of the termination
        of
        this License Agreement, Licensee will promptly sell and deliver to Licensor
        (or
        its designee), and Licensor will purchase (or cause to be purchased by its
        designee) from Licensee the inventory of Products (or other products purchased
        by Licensee) which is still in **** Licensee’s
        possession on the date of such request and which Licensee has not yet sold
        or
        committed to a third party on the date of such request.
  15.1.1
        In
        the case of yeast or any product (other than the Product) supplied free of
        charge by Licensor to Licensee hereunder is still in Licensee’s possession on
        the date of termination of this License Agreement, Licensee shall promptly
        destroy such yeast/other product, unless otherwise requested by
        Licensor.
  15.2
        The
        purchase price for such products subject to Section 15.1 shall be the cost
        to
        Licensee of purchasing such products from Licensor, paid or incurred by Licensee
        thereon. Licensor will only purchase such products that are of marketable
        or
        usable quality, excluding out-of-date products. If Licensor elects not to
        purchase any Licensee inventory of Products, Licensee shall retain the
        non-exclusive right to sell Products produced or imported, as the case may
        be,
        prior to the termination of this License Agreement in the Territory for a
        period
        of sixty (60) days following the date of termination of the License Agreement.
        In lieu of payment or refund as hereinabove required, Licensor may, at its
        election, credit the amount thereof to Licensee’s account to the extent of any
        sums then owed to Licensor by Licensee.
  15.3
        Upon
        termination of this License Agreement, all orders placed but for which delivery
        has not been made shall be deemed cancelled.
  15.4
        In
        addition to any other rights that a Party may have under this License Agreement,
        in the event that a representation made by a Party is incorrect in any material
        respect, or a Party fails to perform any material obligation or undertaking
        required by this License Agreement or is ** responsible
        for the event entitling the other Party to terminate this License Agreement,
        except if such failure is caused solely by a Force Majeure event as set forth
        in
        Section 16 and subject to the provisions of Section 14.2, the other Party
        shall
        be entitled to damages and whatever other remedies are available under
        applicable law or equity.
  15.5
        If
        Licensor terminates this License Agreement pursuant to Section 14, it may
        immediately terminate
        Licensee’s right to produce Licensed
        Products by giving notice to such effect to Licensee.
        Promptly after such termination, Licensee shall destroy the culture yeast
        purchased from  Licensor
        hereunder, and not use or make any reference to the Marks or variations thereon
        or marks confusingly similar thereto or any Intellectual Property, nor
        use
        any ** label,
        package, promotional item,
        or
        product ornamentation with respect to the sale of any product of any kind
        whatsoever that
   
  is
        confusingly similar to those used in connection with the Products, except
        as
        otherwise provided in Section 15.2. Upon termination of this License Agreement,
        (i) all rights granted to Licensee to use the Marks or variations thereon
        and
        other related Intellectual Property shall terminate immediately (except such
        rights to exhaust existing inventory during a 60-day period as set forth
        in
        Section 15.2) and Licensee agrees that it shall make no further use of the
        Marks
        or variations thereon or any other confusingly similar Marks and said
        Intellectual Property (except to exhaust existing inventory during a 60-day
        period as set forth in Section 15.2); (ii) Licensee shall return to Licensor,
        at
        Licensor’s cost and expense, Licensor Recipes, as well as all unused labeling,
        packaging, product ornamentation, advertising, promotional items and the
        like
        bearing any of the Marks or variations thereon and Intellectual Property;
        and
        (iii) Licensee shall take action reasonably requested by Licensor, at Licensor’s
        cost and expense, to confirm that all rights to use the Marks and Intellectual
        Property have reverted to Licensor, including, where appropriate, the execution
        of such assignments and confirmatory documents as may be reasonably requested
        by
        Licensor. Each Party shall also return to the other Party all Confidential
        Information as required hereunder, and not thereafter use any Confidential
        Information of the other Party. Licensor shall be entitled to take all steps
        necessary for the removal of the name of Licensee as an authorized user of
        the
        Marks from all governmental registries, if applicable, without opposition
        or
        hindrance from Licensee, and Licensee shall cooperate by signing all
        documentation reasonably required by Licensor to effect this
        result.
  15.6
        Upon
        termination of this License Agreement in accordance with its terns, the rights
        and obligations of the Parties to each other hereunder shall terminate; provided
        that:
  (a)
        Licensee’s right as set forth in Section 15.2 to distribute in the Territory in
        the Products produced or sold prior to termination shall survive termination
        of
        this License Agreement;
  (b)
        any
        and all rights that a Party may have had against the other Party on or prior
        to
        such termination (including in respect of breaches of representations or
        covenants herein on or prior to the termination of this License Agreement)
        shall
        survive termination of this License Agreement; and
  (c)
        the
        obligations of the Parties under Sections 10, 11, 15.5 and 17 shall survive
        termination of this ** License
        Agreement.
  16. FORCE
        MAJEURE .
  16.1
        The
        failure of a Party to perform any of its obligations under this License
        Agreement, or to meet delivery dates, if caused by Force Majeure, shall not
        subject that Party to any liability to the other.
  16.2
        For
        the purpose of this License Agreement “Force Majeure” shall include, without
        limiting the generality of the foregoing, the following events deemed to
        be
        beyond the reasonable control of the Party and not resulting from an
        inappropriate behavior or action from that Party:
  (a) strikes,
        lockouts or other industrial disturbances;
  (b) civil
        disturbances, sabotage, war, blockades, insurrections, vandalism, riots,
        epidemics;
  (c) legislation,
        regulations, policy, rulings, decisions or any other activities of federal,
        provincial or municipal governments or any agencies thereof materially affecting
        the ability of a Party to effectively carry out its obligations under this
        License Agreement
   
  16.3
        In
        such event, the Party affected by Force Majeure shall use its reasonable
        best
        efforts to minimize the effects of such event and to overcome such event
        as soon
        as practicable. However, nothing herein is intended to relieve Licensee of
        any
        royalty obligation.
  17. INDEMNIFICATION .
  17.1
        Each
        Party shall indemnify the other Party and its employees, officers, directors,
        agents and Affiliates (“ Other Indemnified
        Persons ”)
        from,
        and shall hold the other Party and the Other Indemnified Persons harmless
        against all loss, cost, liability, damage or expense (each, a “ Loss ”)
        which
        may be imposed upon or reasonably incurred by such other Party or Other
        Indemnified Person, including reasonable attorney’s fees and disbursements and
        reasonable settlement payments, in connection with any claim, action or other
        proceeding or threat thereof (including fines and other governmentally imposed
        charges), made or instituted in which the other Party or any Other Indemnified
        Person may be involved by reason of.
  (a)
        in
        the case of Licensor:
  (i) any
        Loss,
        including without limitation Loss arising from a product liability claim
        arising
        out of Licensor’s or its respective Affiliates’ negligence in relation to
        Products; or
  (ii) any
        tortious act on the part of Licensor or its respective Affiliates.
  (b)
        in
        the case of Licensee:
  (i) any
        Loss,
        including without limitation Loss arising from a product liability claim
        arising
        out of Licensee’s or its respective Affiliates’ negligence in relation to
        Products; or
  (ii) any
        tortious act on the part of Licensee’s or its respective
        Affiliates.
  18. GENERAL
        PROVISIONS
  18.1
        Licensee shall maintain records of all papers, correspondence, proof of payment,
        ledgers, books, accounts and other information relating to its services or
        performance hereunder. Licensor or its designee may inspect, examine and
        review
        such records (and make copies thereof) at any time upon at least five days’
        notice during normal business hours during this License Agreement and for
        two
        (2) years thereafter.
  18.2
        This
        License Agreement constitutes the entire agreement between the Parties with
        respect to the subject matter hereof and thereof and supersedes all prior
        agreements, representations, warranties, statements, promises and
        understandings, whether oral or written, relating to such subject
        matter.
  18.3
        All
        notices or other communications required or permitted to be given hereunder
        shall be in writing and shall be delivered by hand or sent by fax or sent
        by
        overnight courier service and shall be deemed given when so delivered by
        hand or
        fax, or one day after being sent if sent by overnight courier service, addressed
        to a Party at the address set forth below or such other address as may hereafter
        be designated in **** writing
        by such Party to the other Party:
  (i)
        if to
        AmBev:
   
  Chief
        Marketing Officer
 General
        Counsel
 Rua
        Renato Paes de Barros, 1017, 4’ andar
 04530.001
        - São  Paulo
        -
        SP
 Brazil
 Fax:
        (55-11) 2122-1529
  (ii)
        if
        to InBev :
  Chief
        Commercial Officer
 Chief
        Legal Officer
 Brouwerijplein,
        1
 3000
        Leuven
 Belgium
 Fax:  (32-16)
        506697
 (32-16)
        506942
  18.4
        In
        the event that any provision of this License Agreement shall be held to be
        invalid or unenforceable, the same shall not affect in any respect whatsoever
        the validity or enforceability of the remainder of this License Agreement.
        If a
        provision hereof is held to be invalid or unenforceable, the Parties shall
        negotiate in good faith to replace the invalid or unenforceable provision
        to the
        greatest extent possible with another valid provision that will achieve the
        economic effect intended by this License Agreement.
  18.5
        This
        License Agreement shall be binding upon and benefit the Parties and their
        respective legal representatives and permitted successors and
        assigns.
  18.6
        This
        License Agreement may not be amended, altered or modified except by written
        instrument, signed by all Parties.
  18.7
        The
        fact that a Party should at a given time fail to demand performance of any
        one
        of the provisions in this License Agreement shall not affect such Party’s right
        to demand full performance of the License Agreement, nor shall it constitute
        agreement to amendment of any section. Likewise, any delay in exercising
        rights
        or privileges by a Party shall not constitute acceptance of or agreement
        with an
        amendment to any section.
  18.8
        Neither Party may assign, transfer, sub-license, sub-contract or otherwise
        dispose whether by merger, operation of law or otherwise, this License
        Agreement, in whole or in part, without the prior consent of the other Party.
        Notwithstanding the foregoing, either Party may assign this License Agreement
        to
        an Affiliate; provided, however, that no assignment to an Affiliate shall
        limit
        or affect the assigning Party’s obligations hereunder. Any purported assignment
        contrary to the terms hereof shall be null and void and of no force or
        effect.
  18.9
        No
        consent or waiver, express or implied, by a Party, of any breach or default
        by
        any other Party in the performance by such other Party of its obligations
        hereunder shall be deemed or construed to be a consent or waiver to or of
        any
        other breach or default in the performance by such other Party of the same
        or
        any other obligations of such other Party hereunder or thereunder. Failure
        on
        the part of a Party to complain of any act or failure to act of the other
        Party
        or to declare the other Party in default, irrespective of how long such failure
        continues, shall not constitute a waiver by such Party of its rights hereunder.
        The giving of consent by a Party in any one instance shall not limit or waive
        the necessity to obtain such Party’s consent in any future
        instance.
   
  18.10
        Each Party shall ensure that it, and its Affiliates, directors, officers,
        employees, external advisors and agents observe and perform all of such Party’s
        covenants, representations, warranties and undertakings set forth in this
        License Agreement and each Party shall, at its sole expense, take all reasonable
        measures (including but not limited to court proceedings) to restrain its
        Affiliates, directors, officers, employees, external advisors or agents from
        breaching such covenants, representations, warranties or undertakings,
        including, but not limited to, any prohibited or unauthorized disclosure
        or use
        of Confidential Information.
  18.11
        From time to time, as and when requested by any Party, each Party shall execute
        and deliver, or cause its Affiliates to execute and deliver, all such documents
        and instruments and shall take, or cause its Affiliates to take, all such
        further or other actions, as such other Party may reasonably deem necessary
        or
        desirable to consummate the transactions contemplated by this License Agreement,
        including, in the case of Licensor, causing its Affiliates who are owners
        of the
        Marks licensed to Licensee to execute and deliver to Licensee such agreements
        and other instruments as Licensee or its counsel may reasonably request as
        necessary or desirable to confirm the grant of the license for such
        Marks.
  19. GOVERNING
        LAW .
  This
        Agreement shall be governed and construed in accordance with the internal
        laws
        of the State of New York.
  20.  ARBITRATION
  20.1
        All
        disputes, claims or controversies arising out of or in connection with this
        Agreement, which is not settled within sixty (60) days after the written
        notice
        given by either Party to the other, shall be finally settled under the Rules
        of
        Arbitration of the International Chamber of Commerce by three arbitrators
        appointed in accordance with the Rules of Arbitration of the International
        Chamber of Commerce. The arbitrators nominated by the Parties shall agree
        on the
        third arbitrator within thirty (30) days. The proceedings shall be held in
        the
        English language. The arbitration shall take place in New York, New
        York.
  20.2
        The
        award made by the arbitrators shall be final and binding upon the Parties
        and
        may be enforced in any court of competent jurisdiction. The allocation of
        costs
        shall follow the award and shall include all reasonable expenses, including
        without limitation, attorney’s fees.
  21. APPROVAL
        AND REGISTRATION BY COMPETENT AUTHORITIES
  21.1
        Should any law or regulation relevant to this License Agreement require this
        License Agreement to be registered, Licensee agrees and undertakes to register
        this License Agreement with the relevant governmental authorities, in accordance
        with the relevant laws and regulations of the Territory, immediately after
        the
        execution of this License Agreement.
  21.2
        Should any law or regulation relevant to this License Agreement require this
        License Agreement to be notified to or to obtain the approval, authorization
        or
        other exemption from the competent antitrust authorities of the Territory
        or any
        other authority supervising such cases (the “ Authorities ”),
        Licensee shall procure, immediately after the execution of this License
        Agreement, that this License Agreement be notified to the Authorities with
        a
        view towards obtaining such approval or exemption. The Parties shall closely
        co-operate in preparing such notification, the wording of which shall be
        accepted in writing by the Parties before being submitted to the Authorities
        for
        obtaining the necessary permissions and exemptions. Until such approval or
        exemption is obtained, the failure of either Party to perform any of its
        obligations hereunder shall
   
  not
        constitute a breach hereof to the extent performance thereof would violate
        applicable antitrust laws.
  21.3
        If
        the Authorities make their permission or exemption conditional upon certain
        measures being taken, the Parties will discuss in good faith about how to
        implement said measures or such other measures satisfactory to the Authorities
        as well as the consequences thereof for the License Agreement and arrangements
        among the Parties. If within the time set by the Authorities the negotiations
        among the Parties do not result in an agreement satisfactory to both Parties,
        this License Agreement may be terminated by either Party upon one-month’s
        written notice.
  22. COUNTERPARTS .
  This
        License Agreement may be executed in one or more counterparts, all of which
        shall be considered one and the same agreement, and shall become effective
        when
        one or more such counterparts have been signed by each of the Parties and
        delivered to the other Party. An executed counterpart of this License Agreement
        delivered by fax or other means of electronic communication shall be deemed
        to
        be an original and shall be as effective for all purposes as delivery of
        a
        manually executed counterpart.
  [The
        remainder of this page is intentionally left blank; signature page to
        follow]
   
  [SIGNATURE
        PAGE TO LICENSE AGREEMENT]
  IN
        WITNESS WHEREOF, the Patties have executed this License Agreement as of the
        day
        and year first set forth above.
 
 
 **Companhia
                  De Bebidas das Américas - Ambev**by
              /s/
                  Luiz Fernando Ziegler de Saint EdmondName:
                  Luiz Fernando Ziegler de Saint EdmondTitle:
                  Director Generalby
              /s/
                  Joào Mauricio Giffoni de Castro NevesName:
                  Joào Mauricio Giffoni de Castro NevesTitle:
                  Director Financeiro de Relacóes com Investidores
 
 
 **InBev
                  S.A.**by
              /s/
                  Jo van BiesbroeckName:
                  Jo van BiesbroeckTitle:
                  Chief Strategy & Business Development Officerby
              /s/
                  Brent WillisName:
                  Brent WillisTitle:
                  Chief Commercial Officer
 
   
  [SIGNATURE
        PAGE TO LICENSE AGREEMENT]
  IN
        WITNESS WHEREOF, the Patties have executed this License Agreement as of the
        day
        and year first set forth above.
 
 
 **Companhia
                  De Bebidas das Américas - Ambev**byName:Title:byName:Title:
 
 
 **InBev
                  S.A.**byName:Title:byName:Title:
 
  
  
  
 **ANNEXES**
 A-I.
        AMBEV MARKS
 A-2.
        INBEV MARKS
 B-1. AMBEV
        FIRST BUSINESS AND MARKETING PLAN
 B-2. INBEV
        FIRST BUSINESS AND MARKETING PLAN
 C.
        PRINCIPLES ON TRANSFER PRICING
  
  **ANNEX
        A-I**
 **AMBEV
        MARKS**
 
 **BRAHMA**
  [The
        remainder of this page is intentionally left blank.]
 
  
  **ANNEX
        A-2**
 **INBEV
        MARKS**
 **STELLA
        ARTOIS**
 **BECK’S**
 [The
        remainder of this page is intentionally left blank.]
 
  
  **ANNEX
        B-1**
  **AMBEV
        FIRST BUSINESS AND MARKETING PLAN**
  [To
        be
        added within ninety (90) days after the date of this License
        Agreement.]
 
  
  
 **ANNEX
        B-2**
  **INBEV
        FIRST BUSINESS AND** **MARKETING
        PLAN**
  [To
        be
        added within ninety (90) days after the date of this License
        Agreement.]
 
  
  **ANNEX
        C**
  **PRINCIPLES
        ON TRANSFER PRICING**
  **Transfer
        pricing principles and methodology**
  1. Transfer
        prices will be expressed in amount by hectolitre.
  2. The
        currency of the invoice will be
        USD
        for products shipped to USA, CAD for Canada,
£
        for the UK and EURO to other countries.
  3. The
        calculation of each item in the Transfer Price formula (item 6) done during
        the
        Y+ 1 budget process
        must be based on Y budget figures
        corrected for
        all
        variances expected to be valid for the  Y+
        l
        budget. For new articles created in Y+1, the calculation for each item will
        have
        to be based on Y+ l
        budget data.
  4.
        Transfer prices will be calculated once a year based on budget volumes and
        fixed
        pursuant to the average selling exchange rate between the Real and the
        applicable currency as per item 2 for the month of March 2005, in respect
        to the
        year ended December 31, 2005, and for the month of November for each subsequent
        calendar year; provided that in
        the event annual cumulative budgeted volumes diverge more than 20% from the
        corresponding annual real shipped volumes, new transfer prices will be
        calculated and applied to reflect the actual volumes; and provided  further that new
        transfer prices will be calculated and applied in the event of a 10% devaluation
        or appreciation between the Real, on the one hand, and the CAD, USD, £ or EURO,
        on the other.
  5.
        All
        transfer prices will be calculated **FOB.**
  6.
        The
        transfer price calculation is the sum of 6 elements:
  TP
                    = VIC + VPLC + FILC + DEP + T +
                    CC
  6.1
        Variable Industrial Cost (**VIC**).
 VIC
        includes all variable industrial costs, including, without
        limitation:
 -  raw
        material
 -  purchase
        & transport of beer in tank
 -  packaging
        materials
 -  direct
        wages and salaries
 -  direct
        energy & fluids
 -  auxiliary
        materials
 -  outsourcing
        booked as VIC
 -  license
        fees to third parties
 
 6.2
        Variable Primary Logistic Costs **(VPLC)**
 VPLC
        includes all primary logistic costs:
 -  variable
        primary warehousing costs (**VWC**)
 -  vari able
        primary transport cost (**VTC**)
  6.3
        Fixed
        Industrial and Logistics Costs (**FILC**)
 FILC
        is
        composed of Fixed Industrial Cost (**FIC**) and Fixed Logistic
        costs (**FLC**), as follows:
  FIC
        includes all fixed industrial costs properly allocated, including, without
        limitation:
   
  -
              management
                  site: full cost of site director & secretary, site-controller,
                  indirect worker attached to the department of security, consultancy
                  fees,
                  ...
 -
              production
                  (manufacturing and filling): full cost of indirect workers, rental
                  fees
                  and operational leasing of machinery, consultancy fees,
                  ...
 -
              factory
                  laboratory: full costs of indirect workers, consultancy
                  fees,...
 -
              maintenance:
                  full cost of indirect workers, consumption of spare parts, external
                  maintenance fees
 -
              full
                  cost of indirect workers attached to the purchasing & planning
                  department within the site
 -
              indirect
                  energy & fluids (including wastewater
                  station)
 -
              technical
                  assistance fees
 -
              site
                  relatedtaxes and insurance
  FLC
        includes all fixed logistic costs properly allocated, mainly for
        example:
 -
              fixedprimary
                  warehousing costs
 -
              fixed
                  primary transport costs (including customer services and (international)
                  shipping department)
  6.4
        Depreciation (**DEP**):
  DEP
        is
        based on the local statutory accounts and includes all depreciation
        cost/expenses properly allocated, including, without limitation:
 -
              industrial
                  buildings
 -
              brewery
                  and conditioning equipment
 -
              returnable
                  packaging (kegs, bottles, crates,
                  pallet)
 -
              warehouses
                  forklifts
 -
              trucks(in case of transport between primary warehouses within the producing
                  country)
  6.5
        Tax
        (**T**)
  In
        the
        event transfer pricing rules in the exporter’s country require the exporter to
        pay taxes by reference to a price higher than the actual price of the exported
        products, the corresponding additional tax costs (T) will be included in
        the
        transfer price established pursuant to this **Annex
        C** .
  Alternatively,
        Parties may agree to increase the transfer price to the minimum price required
        by local tax authorities, provided, however, that the difference between
        the
        transfer price as calculated prior to such increase and the minimum price
        required by local tax authorities shall be used for the purposes of the
        calculation of royalty payments under Section 13.
  6.6
        Cost
        of Capital (**CC**)
  CC
        should
        be equal to the capital employed, as depreciated, multiplied by the appropriate
        cost of capital rate.
  The
        capital employed includes:
 -
              Property,
                  plant and equipment exclusively dedicated to the-
                  products
 -
              The
                  properly allocated portion of property, plant and equipment shared
                  by the
                  products
  The
        allocation of such CC will be made on a straight line basis over time, provided,
        however, that its net present value, as deferred in the above manner, equals
        the
        net present value of the CC if such CC were to be computed in line with the
        depreciation rate of the above
        items.
   
  
  Logo
 **InBev
        nv/sa**
 Brouwerijplein
        1
 3000 Leuven
 Belgium
  Tel  +32
        16 27
        61 11
 Fax  +32
        16 50
        61 11
 www.inbev.com
 March
        21,
        2005
  Dear
        Sirs,
  Reference
        is made to the License Agreement (the “License Agreement”) entered into on the
        date hereof between ourselves and Companhia de Bebidas das Américas - AmBev.
        Terms used but not defined herein shall have the same meanings as set forth
        in
        the License Agreement.
  This
        is
        to confirm that InBev shall indemnify AmBev and its employees, officers,
        directors, agents and Affiliates (jointly, the “AmBev Indemnified Persons”)
        from, and shall hold AmBev and the AmBev Indemnified Persons harmless against,
        an amount equal to 50% (fifty percent), of all Losses which may be imposed
        upon
        or incurred by AmBev or the
        AmBev
        Indemnified Persons, including reasonable attorney’s fees and disbursements and
        settlement payments, in connection with any claim, action, dispute or other
        proceeding or threat thereof (including fines and other governmentally-imposed
        charges), made or instituted by Carlsberg Breweries A/S or any Affiliate
        thereof
        in connection with a Cooperation Agreement and a License Agreement, both
        dated
        as of December 8, 1996, entered into between, inter alia, Cervej arias Reunidas
        Skol Caracu S.A. and Carlsberg A/S.
  The
        Parties agree that, notwithstanding the provisions of Section 2.2 of the
        License Agreement,
        the exclusive right granted by InBev to AmBev pursuant to Section 2.1 of
        the License
        Agreement shall come into force and effect immediately upon the date a
        settlement is reached with Carlsberg A/S and/or its Affiliates in connection
        with the Cooperation Agreement and the License Agreement referred to in the
        preceding paragraph.
  Sections
        18, 19, 20 and 22 of the License Agreement are incorporated by reference
        herein.
  Truly
        yours,
  **InBev
        S.A.**
  /s/
                    Jo Van Biesbroeck
                
                /s/
                    Brent WillisName:Joe
                    Van Biesbroeck
                
                Name:Brent
                    WillisTitle:Chief
                    Strategy & Business
                
                Title:Chief
                    Commercial OfficerDevelopment
                    Officer
    
   **[SIGNATURE
        PAGE TO LETTER SENT BY INBEV S.A. TO COMPANHIA DE**
 **BEBIDAS
        DAS AMÉRICAS - AMBEV ON MARCH 21, 2005]**
    Agreed
        and accepted:
 **Companhia
        de Bebidas das Americas - AmBev**
 
 /s/
        Luiz Fernando Ziegler de Saint Edmond
 Name:  Luiz
        Fernando Ziegler de Saint Edmond
 Title:  Director
        General
 
 /s/
        Joao Mauricio Giffoni de Castro Neves
 Name:  Joao
        Mauricio Giffoni de Castro Neves
 Title:  Director
        Financeiro e de Relacôes com Investidores